NUH ÇİMENTO SANAYİ A.Ş.

M&A Activity • Feb 28, 2025

Summary Info	Our company's subsidiary is Nuh Gayrimenkul İnşaat A.Ş. merger with
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	12.02.2025
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2024
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Nuh Gayrimenkul İnşaat A.Ş.	Not Trading On The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
NUHCM, TRANUHCM91F0	150.213.600			150.213.600

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	150.213.600 TL	0 TL	0 TL	150.213.600 TL

Capital Market Board Application Date Regarding Merger	28.02.2025

Additional Explanations

1- Our company, which owns 100% of the shares of Nuh Gayrimenkul İnşaat Anonim Şirketi, registered with the Körfez Registry of Commerce under registration number 5123, intends to merge with our company by acquiring all of its assets and liabilities as a whole, by the relevant provisions of the Capital Markets Law, the Capital Markets Board's Communiqué II-23.2 on Mergers and Divisions ("Communiqué No. II-23.2"), Articles 136 to 158 of the Turkish Commercial Code and other related provisions, Articles 19 and 20 of the Corporate Tax Law, and other relevant regulations.

2- The merger process will be executed by the provisions of Articles 155 and 156 of the Turkish Commercial Code and Article 13 of the Capital Markets Board's Communiqué II-23.2 on Mergers and Divisions, under the 'Simplified Merger' provisions. In this context, there will be no need to prepare an independent audit report, a merger report, or an expert opinion, and the merger agreement will not be submitted for the approval of the general assembly.

3- Our company is the sole shareholder with 100% ownership of the shares in the transferred Nuh Gayrimenkul İnşaat A.Ş. This merger process does not require a capital increase or any amendments to the articles of association.

4- In the merger process, the annual financial statements for the accounting period from 01.01.2024 to 31.12.2024, prepared by the merging companies by the Capital Markets Board's regulations on accounting standards, will be used as the basis.

5- The Merger Agreement and Announcement Text prepared within the scope of the merger process will be signed by the Chairman of the Board of Directors and the CEO of our company.

6- The merger process will be executed following the approval of the Capital Markets Board, and the company's management will be authorized and responsible for carrying out the necessary tasks and operations related to the merger process h as been decided.

Documents Regarding Merger

Appendix: 1	Birleşme Sözleşmesi.pdf - Merger Contract
Appendix: 2	Duyuru Metni.pdf - Announcement Text